Press release


Antwerp, September 19th, 2024, 17:45 CET



Gimv sells half of participation in Infravest to WorxInvest
(communication pursuant to article 7:97 BCAC)
The board of directors of Gimv NV has decided to transfer half of Gimv's
participation in the recently founded company Infravest BV to WorxInvest NV,
Gimv's reference shareholder. This press release is issued in application of article 7:97
of the Belgian Companies and Associations Code.


Filip Dierckx, Executive Chairman of WorxInvest As a result, the board of directors of Gimv has
and Koen Dejonckheere, CEO of Gimv, jointly requested the committee of independent
declare: “Gimv and WorxInvest wish to join directors of Gimv (the “Committee”) to issue an
forces through Infravest as the long-term opinion in application of Art 7:97 of the Belgian
reference shareholder of TINC and TDP. With the Companies and Associations Code (the
expertise and experience built up over the past “BCAC”) on the possible approval of the sale to
17 years as a European infrastructure investor, WorxInvest of half of the participation held by
the publicly traded TINC is extremely well Gimv in Infravest upon completion of Phase 2,
placed to contribute with its board, under the terms and conditions set forth in the
management and shareholders to the ongoing share purchase agreement between Gimv (as
upgrading of European infrastructure, an seller) and WorxInvest (as buyer) (the “SPA”)
essential foundation for a future-proof and the term sheet containing the key terms
economy and well-functioning society.” and conditions of the shareholders' agreement
to be entered into between the new
As publicly announced on June 25, 2024, Gimv, shareholders and Infravest (the “Term Sheet”
Belfius Bank NV and Belfius Verzekeringen NV and the “Transaction”).
signed a non-binding term sheet setting out the
outline of a proposed transaction regarding WorxInvest qualifies as a related party to Gimv
the interests of the aforementioned parties in within the meaning of the international
TINC NV. A first phase was completed on accounting standards approved in
August 23, 2024 with the contribution by Gimv accordance with Regulation (EC) 1606/2002,
of its shareholding in TINC NV into the company consequently the board of directors of Gimv, in
Infravest BV, which Gimv founded. its deliberation and decision-making on the
Simultaneously with the aforementioned Transaction, has applied the procedure
contribution, Infravest BV also acquired Belfius described in article 7:97 BCAC.
Verzekeringen NV's shareholding in TINC NV,
financed by Belfius Bank NV. In a second phase The Committee's opinion relates in particular to
Gimv and Belfius Bank intend to contribute their the decision of the board of directors of Gimv
respective participations in TDP NV to Infravest to transfer to WorxInvest half of the
in exchange for new shares in Infravest, subject participation that Gimv holds in Infravest upon
to obtaining the required regulatory approvals completion of Phase 2, taking into account the
(“Phase 2”). terms and conditions of the SPA and the Term
Sheet (the “Decision”).
In this context, Gimv and WorxInvest have
studied the possibility of Gimv selling part of its
participation in Infravest to WorxInvest.




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 1
Antwerp, September 19th, 2024, 17:45 CET Press release




The conclusion of the advice of the Committee BCAC) to assist them in the legal assessment of
in application of article 7:97 BCAC reads as the Transaction and the drafting of the
follows: Committee's opinion thereunder.

“Based on the considerations that have been
made, the assessment of the advantages and
disadvantages of the Decision for the
Company and its shareholders, and the
budgeting of the financial consequences
thereof, the Committee, also based on the
advice of independent expert, concludes that
the approval of the Decision is in line with the
Company's policy and is not in the nature of
causing any disadvantage to the Company.
Therefore, the analysis whether such
disadvantage is offset by other elements in the
Company's policy or would be manifestly
illegitimate should not be carried out.
Consequently, the Committee unanimously
grants a positive recommendation to the
board of directors of Gimv to approve the
Decision.”

The auditor's assessment reads as follows:

“Based on our review, nothing has come to our
attention that causes us to believe that the
financial and accounting information set forth
in the opinion of the committee of
independent directors as of date September
17, 2024 and in the minutes of the board of
directors as of date September 17, 2024,
justifying the proposed transaction, is not, in all
material respects, consistent with the
information available to us in connection with
our engagement.”

After deliberation of the agenda items and
consideration of the Committee's opinion, the
board of directors of Gimv has decided to
approve the Transaction.

Further communication will follow after and
subject to successful completion including
obtaining the required regulatory approvals.
The members of the Committee have
appointed Argo Law BV (represented by Mr.
Nico Goossens) as an independent legal
expert (within the meaning of Section 7:97




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 2
Antwerp, September 19th, 2024, 17:45 CET Press release




About WorxInvest
About Gimv
Antwerp-based WorxInvest has embarked on an
Gimv is a European investment company with expansion initiative to grow into a progressive,
over 40 years of experience in private equity and growth-oriented and diversified investment
is listed on Euronext Brussels as well as a member company.
of the Euronext BEL ESG Index. Gimv currently has
a portfolio of more than EUR 1.5 billion consisting WorxInvest carries out both direct and indirect
of around 60 portfolio companies, with a investments. This includes strategic shareholder
combined turnover of EUR 4.0 billion and more positions as anchor investors in private and public
than 20,000 employees. companies. It also builds a diversified portfolio of
best-performing buyout and growth funds active
As a recognized market leader in selected across Europe and North America. WorxInvest is
investment platforms, Gimv identifies also open to co-investments with these private
entrepreneurial, innovative companies with high equity funds. Another alternative asset class it is
growth potential and supports them in their considering is real estate.
transformation into market leaders. Gimv's five
investment platforms are Consumer, Healthcare, WorxInvest's overarching goal is to drive long-term
Life Sciences, Smart Industries and Sustainable sustainable value creation, while striving for
Cities. Each platform works with an experienced positive social impact.
team across Gimv’s home markets of Benelux,
France and DACH, supported by an extended For more information, please visit
international network of experts. www.worxinvest.com.


Further information on Gimv can be found on
www.gimv.com.
For further information please contact:
For further information please contact:
Nils De Bremaeker, CFO
Kristof Vande Capelle, CFO T: +32 3 220 22 54
T +32 3 290 22 17 nils.debremaeker@worxinvest.com
kristof.vandecapelle@gimv.com




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 3